LEASING AGREEMENT
Exhibit
10.3
The
agreement, dated October 31, 2006 is by and between Washington Biotechnology
(“Washington”), a Washington Corporation having a place of business in Seattle,
WA, and AOB Biotech (“Tenant”) a Corporation having a place of business in
Seattle, WA.
BACKGROUND
Washington
occupies leased space including the Sixth and Seventh floors of 000 Xxxxx
Xxx.
X. Xxxxxxx, XX 00000 (the “Building”) as a result of a “master” lease agreement,
the terms of which are incorporated into this agreement by this reference,
between Washington and FB&P Partnership. Tenants desire to acquire use of a
proportion of that space (the “Leased Space”), and the use of equipment residing
in the Leased Space.
AGREEMENT
| 1. |
TERM:
This Agreement shall have a twelve-month term, beginning May 23,
2006.
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| 2. |
LEASED
SPACE: The Leased Space covered under this Agreement is described
as
approximately 250 square feet in the office suite known as 000 Xxxxx
Xxx.
X. #000, Xxxxxxx, XX 00000. Included in the leased space is shared
use of
laboratories, conference room, animal facilities and cell culture
laboratories comprising that proportion of the facility known as
“shared
space” on the 6th
and 7th
floors. Provision for the location of a desk, and other floor-mounted
items, including equipment, not to exceed one-half of the available
usable
floor space, will be made for Tenant’s use. Tenant will have exclusive use
of this space, which may be locked and secured against entry by third
parties except for other Tenants requiring use of the space within
#700
not leased by Tenant, and for persons making repairs or maintenance
on a
scheduled or unscheduled in the case of emergency,
basis.
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| 3. |
CO-OCCUPANCY:
Tenant’s reasonable incidental use of shared areas of the Sixth and
Seventh floors of the Building exclusive of the Leased Space will
not be
so as to interfere with reasonable business requirements of Washington
of
other Sublessors.
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| 4. |
EQUIPMENT:
Scientific equipment belonging to Washington, will be available for
the
reasonable use of Tenant. Exceptions to this are equipment dedicated
to
the sole use of the owner of that equipment for regulatory or other
statutory reasons. This clause does not apply to the use of small
items of
personal-type equipment such as micropipers and the like, and does
not
cover disposable, expendable, or single-use items, or reagents, except
by
subsequent agreement between the Parties. No guarantee is made regarding
any specific type of equipment, nor does Washington warrant the rendition
or usability of any equipment available for the use of Tenant, Maintenance
and or repair of such equipment is the responsibility of the user,
and not
Washington. Prior reservation for the use of individual items of
equipment
either verbal or written (e.g. a “Sign-up” sheet), may be required by the
owner of the item of equipment. Equipment shall be used consistent
with
uses for which it is required by the owner (e.g. for FDA “GMP” purposes).
Damage caused to equipment through negligence or other actions of
Tenant
will be remedied by the responsible party without delay, Equipment
requiring service or repair arising through routine use will be serviced
and paid for in proportion to the use of that equipment as a result
of
this agreement, or by subsequent agreement between the
Parties.
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| 5. |
CONFIDENTIALITY,
ETC: The Parties to this Agreement recognize the essentially confidential
and proprietary nature of elements of each other’s business. Reasonable
efforts will be made by the parties to this agreement to observe
and
protect the confidential and proprietary nature of other’s business. This
Agreement may only be modified in writing. This represents the entire
agreement between (LESSOR) and
Washington.
|
| 6. |
PAYMENTS:
Tenant will pay to Washington the sum of $350 per month during the
first
year of the term of this agreement, due on the first day of the month
covered under this Agreement. Tenant agrees to promptly reimburse
Washington for any accidental damage caused by Tenant excepting normal
wear and tear on the facility. Garbage collection, water, and electricity
(but not telephone, internet, or other communications services) are
provided under this lease; however, Tenant agrees to reimburse Washington
under this agreement for a proportion of the cost of electrical service
to
the facility, prorated according to the square footage occupied by
Tenant
on either an exclusive or shared basis. Reimbursement for electrical
charges will be invoiced and payable with the subsequent month’s rent.
Tenant also agrees to reimburse Washington for a pro-rata share of
common
area charges, which include water usage, garbage collection, insurance,
and other charges that are paid by all tenants of the building on
a
pro-rata basis.
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| 7. |
HOLD
HARMLESS, ETC.: Tenant agrees to hold harmless Washington against
claims
arising out of Tenant’s course of business or use of Space or Equipment as
provided for under this Agreement or otherwise. Washington agrees
to hold
harmless Tenant against claims arising out of Washington’s course of
business or use of Space or Equipment as provided by this Agreement
or
otherwise. Tenant agrees to follow regulatory and safety guidelines
applicable to the nature of the Tenant business. Washington agrees
to lend
reasonable assistance to Tenant to support Tenant business purposes.
Tenant will obtain liability insurance or will reimburse Washington
for
its proportional share of insurance if named “additional insured” on
Washington’s insurance. Washington will not be liable for performance
under this Agreement where non-performance is caused by “Acts of God” or
Force Majeure or other actions of third parties that may impair
Washington’s performance under this lease. No warranties or guarantees,
implicit or explicit, are extended by this Agreement in addition
to those
specifically stated herein. In the case of a dispute arising between
the
parties, excepting non-payment of rent or reimbursements called for
by
this lease, the parties agree to settle such dispute under the auspices
of
an accredited arbitration service agreeable to both. If agreement
is not
reached between the parties on an arbitration service, such dispute
will
be settled by binding arbitration by the American Arbitration Association
in Seattle, WA. Costs of arbitration will be borne by the party
substantially not prevailing in a proportion to be decided by the
arbitrator. Reasonable and customary collection costs will be borne
by
debtor in the case of default under the terms of this Agreement or
any
arbitrated settlement of dispute will be borne by debtor and will
be
collected as part of such collection. Washington agrees to work with
Tenant to maintain cleanliness of the Leased Space and the facility
in
general, and agrees to share reasonable costs of cleaning and maintenance
of the facility.
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For
Washington Biotechnology
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/s/
Xxxxxx Xxxxxxx
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17
May 2005
|
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Xxxxxx
Xxxxxxx, President
|
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For
AOB
Biotech
|
/s/
Eva Aw
|
17
May 2005
|
|
Eva
Aw, President, Research
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